FINANCIAL SUPPLEMENT December 31, 2015

Transcription

1 FINANCIAL SUPPLEMENT December 31, 2015 Monster Worldwide, Inc. (together with its consolidated subsidiaries, the Company, Monster, we, our or us ) provides this supplement to assist investors in evaluating the Company s financial and operating metrics. We suggest that the notes to this supplement be read in conjunction with the financial tables. The financial information included in this supplement contains certain Non-GAAP financial measures. These measures should be considered in addition to results prepared in accordance with generally accepted accounting principles ( GAAP ), but are not a substitute for, or superior to, GAAP results. The Non-GAAP measures included in this supplement have been reconciled to the most comparable GAAP measure. The Company intends to update the financial supplement on a quarterly basis. 1

2 Notes to Financial Supplement Presentation Segment Change Prior to January 1, 2015, the Company consisted of three reportable segments: Careers-North America, Careers- International, and Internet Advertising & Fees. Effective January 1, 2015, the Company changed the composition of its reportable segments to reflect changes in its internal management and reporting structure. The operations of Internet Advertising & Fees are now included within the Careers-North America reportable segment. The prior period segment information contained throughout these notes and financial tables has been restated to reflect the Company s new operating structure. Stock-based compensation Non-cash, stock-based compensation expense has been excluded from our Non-GAAP financial statements for all periods presented. Impairment In the fourth quarter of 2014, primarily due to the decline of our market capitalization and the implications such decline had on the carrying value of our goodwill, which resulted in higher discount rates applied to forecasted cash flows, the Company concluded that the carrying amount of goodwill exceeded its estimated fair value for the Careers-North America segment. As a result, the Company recorded a pre-tax goodwill impairment charge of $325.8 million in the three months ended December 31, 2014 ($263.0 million, net of tax), which has been excluded from our Non-GAAP financial statements for the three and twelve months ended December 31, During the three months ended December 31, 2015, the Company recorded an impairment charge of $6.7 million related to capitalized software costs which has been excluded from our Non-GAAP financial statements for the three and twelve months ended December 31, During the three months ended December 31, 2014, the Company recorded an impairment charge of $1.1 million and $1.0 million related to a cost method investment and an indefinite-lived intangible asset, respectively. These charges have been excluded from our Non-GAAP financial statements for the three and twelve months ended December 31, Reallocate to Accelerate On February 10, 2015, the Company committed to take a series of cost savings initiatives to reduce costs globally while continuing to support the Company s new strategy. The initiatives included a global workforce reduction of approximately 300 associates, lease exit costs, impairment of certain assets, and office and general expense controls, resulting in annualized cost savings of $40 million. The Company incurred $4.0 million and $32.8 million of charges relating to this program during the three and twelve months ended December 31, 2015, respectively, inclusive of $0.7 million and $4.9 million of non-cash charges, respectively. These charges have been excluded from our Non-GAAP financial statements for the respective periods. The Company does not expect to incur significant additional charges in future periods related to this program. 2

3 3.50% convertible senior notes due 2019 On October 22, 2014, the Company consummated an offering of $143.8 million aggregate principal amount of its 3.50% convertible senior notes due 2019 (the Notes). The Company received net proceeds of $139.0 million from the sale of the Notes, after deducting fees and expenses of $4.7 million. The Notes are unsecured, senior obligations of Monster, that bear interest at a rate of 3.50% per annum, payable in arrears on April 15 and October 15 of each year to holders of record at the close of business on the preceding April 1 and October 1, respectively. The Notes will mature on October 15, 2019, unless converted or repurchased in accordance with their terms prior to such date. In connection with the offering of the Notes, Monster entered into capped call transactions with an affiliate of one of the initial purchasers. The Company used $16.5 million of the net proceeds to pay for the cost of the capped call transactions, $82.5 million to repay in full a term loan outstanding as of the date of issuance, and $40.0 million to repay a portion of the loans outstanding under the Company s revolving credit facility. In accordance with ASC , Debt with Conversion and Other Options, the Notes were separated into debt and equity components and assigned a fair value. The value assigned to the debt component was the estimated fair value, as of the issuance date, of similar debt without the conversion feature. The difference between the cash proceeds and this estimated fair value represents the value which was assigned to the equity component and was recorded as a debt discount. The debt discount is being amortized using the effective interest method from the date of issuance through the October 15, 2019 maturity date. The initial debt component of the Notes was valued at $122.8 million, based on the contractual cash flows discounted at an appropriate market rate for non-convertible debt at the date of issuance. The carrying value of the permanent equity component reported in additional paid-in-capital was initially valued at $20.2 million, which is net of $0.7 million of fees and expenses allocated to the equity component. The Company recognized $1.1 million and $4.3 million of amortization of the debt discount during the three and twelve months ended December 31, 2015, respectively. The Company recognized $0.2 million and $0.8 million of amortization of deferred financing fees relating to the Notes during the three and twelve months ended December 31, 2015, respectively. These charges have been excluded from our Non-GAAP financial statements for the respective periods. During the three months ended December 31, 2014, the Company recognized $0.8 million of amortization of the debt discount and $0.2 million of amortization of deferred financing fees relating to the Notes which have been excluded from our Non-GAAP financial statements for the three and twelve months ended December 31, Discontinued operations In December 2013, H&Q Korea acquired 49.99% of JobKorea Ltd. ( JobKorea ), the Company s wholly owned subsidiary in South Korea, from Monster and since that time the two companies have worked in partnership in managing the business. On September 28, 2015, the Company entered into an agreement to sell its 50.01% ownership position in JobKorea to H&Q Korea for KRW 101 billion, or approximately $85.0 million. The transaction closed on October 13, 2015, and is consistent with Monster s continued strategy of unlocking value and sharpening its focus on the Company s core online recruitment platform. The Company recorded a net gain on the disposal of the business, including transaction fees and expenses, of $76.1 million ($57.4 million after-tax) which is included in income from discontinued operations in the fourth quarter of At October 13, 2015, there was a net accumulated unrealized currency translation loss of $3.6 million related to the net assets of JobKorea which was recorded as income from discontinued operations as a result of the disposal. The Company does not expect to incur significant additional charges in future periods relating to JobKorea. Operating results for JobKorea, which had previously been reported in the Careers-International segment and included in the Company s consolidated statement of operations, have now been reclassified as discontinued operations for all periods presented. Additionally, the Company recorded allocated corporate tax associated with the sale of JobKorea to discontinued operations for all periods presented. Accordingly, the Company recorded income from discontinued operations, net of tax, of $58.5 million and $64.5 million in the three and twelve months ended December 31, 2015, respectively, and $2.8 million and $9.7 million in the three and twelve months ended December 31, 2014, respectively. These charges have been excluded from our Non-GAAP financial statements for the respective periods. 3

4 Gain on partial sale of equity method investment In 2008, the Company acquired a 50% equity interest in a company located in Australia, CareerOne Pty Limited ( CareerOne ). On March 31, 2015, the Company sold the majority of its 50% equity interest in CareerOne in an arms-length transaction, leaving the Company with a 10% interest. Total cash received from the transaction was $9.1 million, and the sale resulted in the recognition of a pre-tax gain of $8.8 million in the first quarter of This gain has been excluded from our Non-GAAP financial statements for the twelve months ended December 31, As a result of the sale, the Company no longer has the ability to exercise significant influence over CareerOne. Therefore, effective March 31, 2015, the remaining 10% interest retained by the Company is being accounted for under the cost method. Separation costs Effective November 4, 2014, Salvatore Iannuzzi resigned as Chief Executive Officer and President of the Company. During the second quarter of 2015, the Company incurred $2.0 million of separation charges related to the resignation which have been excluded from our Non-GAAP financial statements for the twelve months ended December 31, During the three months ended December 31, 2014, the Company accelerated the vesting of 160,501 RSA s and 2,250,000 RSU s, resulting in $4.4 million of stock based compensation related to Mr. Iannuzzi s resignation. In addition, excluding stock based compensation, the Company incurred $4.6 million of separation charges related to this resignation during the three months ended December 31, These charges have been excluded from our Non-GAAP financial statements for the three and twelve months ended December 31, Facilities Costs During the three months and twelve months ended December 31, 2014, the Company incurred $0.5 million and $7.7 million of charges associated with exited facilities, respectively, which have been excluded from our Non- GAAP financial statements for the respective periods. The majority of these charges related to facility charges associated with the consolidation of multiple offices into the Company s corporate headquarters in Weston, Massachusetts. Gain on deconsolidation of subsidiaries, net Prior to January 3, 2014, the Company had a 25% equity investment in a company located in Finland related to a business combination completed in 2001, with the remaining 75% held by Alma Media Corporation ( Alma Media ). Alma Media is a leading media company based in Finland, focused on digital services and publishing in Finland, the Nordic countries, the Baltics and Central Europe. Effective January 3, 2014, the Company expanded its relationship with Alma Media. Monster and Alma Media each contributed several additional entities and businesses into the existing joint venture and formed a significantly larger joint venture where Monster had an equity ownership of 15% with the opportunity to increase ownership up to 20%. The Company also contributed cash of approximately $6.5 million. Following closing, Monster no longer held a controlling interest in its subsidiaries in Poland, Hungary and the Czech Republic and therefore deconsolidated those subsidiaries effective January 3, The Company accounts for its investment under the equity method of accounting due to the Company s ability to exert significant influence over the financial and operating policies of the new joint venture, primarily through our representation on the board of directors. The Company recorded a gain of approximately $14.0 million as a result of the deconsolidation. The gain was measured as the difference between the (a) net fair value of the retained noncontrolling investment and the consideration transferred and (b) the carrying value of the contributed subsidiaries net assets of approximately $4.2 million. The fair value of the retained noncontrolling investment was approximately $24.8 million which was determined based on the present value of estimated future cash flows. The Company also recognized $1.8 million of accumulated unrealized currency translation loss related to the net assets of the subsidiaries contributed by Monster. As a result of the deconsolidation, the Company recorded a net gain of approximately $11.8 million during the first quarter of 2014 which has been excluded from our Non-GAAP financial statements for the twelve months ended December 31, On October 1, 2015, the Company exercised its option to increase ownership in the joint venture with Alma Media, contributing cash of $2.4 million, resulting in a 16.7% equity investment in the entity. 4

5 Amended Credit Facility On October 31, 2014, the Company amended and restated the Second Amended Credit Agreement (the Third Amended Credit Agreement ). The Third Amended Credit Agreement provides the Company with a $100 million revolving credit facility and $90 million term loan facility, providing for a total of $190 million in credit available to the Company. The borrowings under the Third Amended Credit Agreement were used to satisfy the obligations under the Second Amended Credit Agreement of $98.9 million under the revolving credit facility. Each of the revolving credit facility and the term loan facility matures on October 31, The Third Amended Credit Agreement partially qualifies as a debt extinguishment in accordance with ASC Debt. Accordingly, the Company expensed $0.3 million of financing fees classified as a debt extinguishment through interest & other, net during the fourth quarter of 2014, which has been excluded from our Non-GAAP financial statements for the three and twelve months ended December 31, Income tax Effective the first quarter of 2015, the Company has begun to utilize a fixed long-term projected Non-GAAP tax rate for reporting operating results and for planning, forecasting, and analyzing future periods. This change provides better consistency across the interim reporting periods by eliminating the effects of non-recurring and period-specific items. The Non-GAAP tax rate is 35%. See the detailed discussion in the Notes Regarding the Use of Non-GAAP Financial Measures section below. As a result of the goodwill impairment charge recognized in the fourth quarter of 2014, the Company recognized a tax benefit of $62.8 million which has been excluded from our Non-GAAP financial statements for the three and twelve months ended December 31, As a result of the gain related to the deconsolidation of our subsidiaries in Poland, Hungary and the Czech Republic, the Company recognized a tax provision of $5.5 million in the first quarter of 2014 which has been excluded from our Non-GAAP financial statements for the twelve months ended December 31, Reclassifications Certain reclassifications of prior year amounts have been made for consistent presentation. Notes Regarding the Use of Non-GAAP Financial Measures Non-GAAP revenue, operating expenses, operating income, operating margin, income from continuing operations, income from discontinued operations, net of tax, net income, net income attributable to Monster Worldwide, Inc., and diluted earnings per share attributable to Monster Worldwide, Inc. all exclude certain proforma items including: non-cash stock based compensation expense; costs incurred in connection with the Company s restructuring programs; separation charges associated with the resignation of the Company s former Chief Executive Officer; non-cash impairment charges; impairment of capitalized software costs; amortization of the debt discount and deferred financing costs associated with our 3.50% convertible senior notes due 2019; writeoff of deferred financing costs relating to our former credit facility, amended in October 2014; income tax benefits associated with the reversal of income tax reserves on uncertain tax positions and a tax benefit related to certain losses arising from the Company s restructuring programs; income tax provisions for increased valuation allowances on deferred tax assets; gain on deconsolidation of subsidiaries and tax provisions thereon; the results of our former South Korean subsidiary as it has been classified as discontinued operations; net gain recognized on the sale of our former South Korean subsidiary; gain on partial sale of an equity method investment and tax provisions thereon; and charges related to exited facilities. In the first quarter of the calendar year 2015, the Company began to utilize a fixed long-term projected Non- GAAP tax rate for reporting operating results and for planning, forecasting, and analyzing future periods. This change provides better consistency across the interim reporting periods by eliminating the effects of non-recurring and period-specific items. When projecting this long-term rate, the Company evaluated a five-year financial projection comprising the current and the next four years that exclude the income tax effects of the Non-GAAP pre-tax items described above, eliminates the effects of non-recurring and period specific items which can vary in size and frequency, and is reflective of the anticipated future geographic mix of income among tax jurisdictions. The projected rate also assumes no new acquisitions or disposals in the five-year period, eliminates the effect of tax valuation allowances, and takes into account other factors including the Company s current tax structure, its 5

6 existing tax positions in various jurisdictions and key legislation in major jurisdictions where the Company operates. The Non-GAAP tax rate is 35%. The Company intends to re-evaluate this long-term rate on an annual basis or if any significant events that may materially affect this long-term rate occur. This long-term rate could be subject to change for a variety of reasons, which may include (but are not limited to) for example, significant changes in the geographic earnings mix including future acquisition or disposition activity, having less income than anticipated, or fundamental tax law changes in major jurisdictions where the Company operates. Non-GAAP diluted shares includes the impact, based on the average share price for the period, of the Company s outstanding capped call transactions, which are anti-dilutive in GAAP earnings per share, but are expected to mitigate the dilutive effect of the Company s 3.50% convertible senior notes due The Company uses these Non-GAAP measures for reviewing the ongoing results of the Company s core business operations and in certain instances, for measuring performance under certain of the Company s incentive compensation plans. These Non-GAAP measures may not be comparable to similarly titled measures reported by other companies. Adjusted EBITDA is defined as income (loss) from continuing operations or net income (loss), as applicable, before income (loss) in equity interests, net, (benefit from) provision for income taxes, interest and other, net, gain on deconsolidation of subsidiaries, net, gain on partial sale of equity method investment, depreciation and amortization, non-cash compensation expense, non-cash impairment charges, costs incurred with the Company s restructuring programs, and the impact of the pro-forma items discussed above. The Company considers Adjusted EBITDA to be an important indicator of its operational strength which the Company believes is useful to management and investors in evaluating its operating performance. Adjusted EBITDA is a non-gaap measure and may not be comparable to similarly titled measures reported by other companies. Cash EBITDA is defined as income (loss) from continuing operations or net income (loss), as applicable, before income (loss) in equity interests, net, (benefit from) provision for income taxes, interest and other, net, gain on deconsolidation of subsidiaries, net, gain on partial sale of equity method investment, depreciation, amortization, non-cash compensation expense and certain non-cash impairment charges. The Company considers Cash EBITDA to be an important indicator of its operational strength which the Company believes is useful to management and investors in evaluating its operating performance. Cash EBITDA is a non-gaap measure and may not be comparable to similarly titled measures reported by other companies. Free cash flow is defined as cash flows from operating activities less capital expenditures. Free cash flow is considered a liquidity measure and provides useful information about the Company s ability to generate cash after investments in property and equipment. Free cash flow reflected herein is a Non-GAAP measure and may not be comparable to similarly titled measures reported by other companies. Free cash flow does not reflect the total change in the Company s cash position for the period and should not be considered a substitute for such a measure. Net cash is defined as cash and cash equivalents plus short-term and long-term marketable securities, less total debt. Total available liquidity is defined as cash and cash equivalents, plus short-term and long-term marketable securities, plus unused borrowings under our credit facility. The Company considers net cash and total available liquidity to be important measures of liquidity and indicators of its ability to meet its ongoing obligations. The Company also uses net cash and total available liquidity, among other measures, in evaluating its choices for capital deployment. Net cash and total available liquidity are presented herein as Non-GAAP measures and may not be comparable to similarly titled measures used by other companies. 6

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